PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS dated as of March 25, 2011 by and between EAST HARBOR PROPERTY, INC. as Seller and SUNSTONE PARK, LLC as PurchaserAssignment and Assumption Agreement • May 6th, 2011 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of March 25, 2011 (the “Effective Date”), by and among EAST HARBOR PROPERTY, INC., a Delaware corporation (“Seller”), and SUNSTONE PARK, LLC, a Delaware limited liability company (“Purchaser”). Escrow Agent (defined below) is executing and delivering this Agreement for the limited purpose of binding itself to the provisions of this Agreement which constitute escrow instructions (including, without limitation, disbursement of the Deposit and the Closing procedure, in each case, as more particularly described herein).
April 11, 2011Sunstone Hotel Investors, Inc. • May 6th, 2011 • Hotels & motels
This letter shall memorialize Seller’s and Purchaser’s agreement to amend the Purchase Agreement and agreement in respect of the payment of the non-refundable extension fee deposit of $400,000 (the “Extension Fee Deposit”) required by U.S. Bank National Association, a national banking association, as successor-in-interest to the Federal Deposit Insurance Corporation, Receiver for San Diego National Bank, a national banking association (“Lender”) in exchange for Lender granting Hotel Owner an option to elect to extend the maturity date of the Existing Debt for 90 days. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed:
TERMINATION AND CHANGE IN CONTROL AGREEMENTTermination and Change in Control Agreement • May 6th, 2011 • Sunstone Hotel Investors, Inc. • Hotels & motels • California
THIS TERMINATION AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of , 2011 (the “Effective Date”) is entered into by and among Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and Robert Springer (the “Executive”).
LOAN AGREEMENT Dated as of April 15, 2011 among ONE PARK BOULEVARD, LLC as Borrower and SUNSTONE PARK LESSEE, LLC as Operating Lessee AAREAL CAPITAL CORPORATION, as Agent for the Lenders, and AAREAL CAPITAL CORPORATION, as LenderLoan Agreement • May 6th, 2011 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
This LOAN AGREEMENT (this “Loan Agreement”) dated as of April 15, 2011 by and among ONE PARK BOULEVARD, LLC, a Delaware limited liability company, having offices at 120 Vantis, Suite 350, Aliso Viejo, California 92656 (“Borrower”), SUNSTONE PARK LESSEE, LLC, a Delaware limited liability company, having offices at 120 Vantis, Suite 350, Aliso Viejo, California 92656 (“Operating Lessee”; Borrower and Operating Lessee are each sometimes referred to as a “Loan Party” and as “Loan Parties”), AAREAL CAPITAL CORPORATION, a Delaware corporation, having offices at 250 Park Avenue, Suite 820, New York, New York 10177, as agent for the Lenders (in its capacity as agent, together with its permitted successors and assigns, “Agent”) and AAREAL CAPITAL CORPORATION, a Delaware corporation, having offices at 250 Park Avenue, Suite 820, New York, New York 10177, as “Lender”, and the lenders party to this Loan Agreement from time to time (such lenders, together with their respective permitted successors
